Indemnification by Sellers. Sellers, jointly and severally will indemnify, defend, and hold harmless, to the full extent of the law, ​ and its officers, directors, employees and shareholders from, against, and in respect of any and all losses asserted against, relating to, imposed upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of the breach by any of Sellers of any representation or warranty of Sellers contained in or made pursuant to this Agreement, or any document or any certificate or other instrument delivered pursuant to this Agreement.

Indemnification by Sellers. Sellers, jointly and severally will indemnify, defend,Indemnification. The ​ shall, notwithstanding any termination of this Agreement, indemnify and hold harmless,harmless each Purchaser, the Company, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each person who controls any such Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullfullest extent of thepermitted by applicable law, ​from and its officers, directors, employees and shareholders from, against, and in respect ofagainst any and all losses asserted against, relating to, imposed upon, or incurred by ​losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and its officers, directors, employees or shareholders by reason of, resulting from, based upon orreasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any breach of the breach by anyrepresentations, warranties and covenants of Sellers of any representation​ or warranty of Sellers containedthe Company set forth in or made pursuant to this Agreement, or any document or any certificate or other instrument delivered pursuantup to this Agreement.a maximum amount equal to the Purchase Price.

Indemnification by the Sellers. Sellers, jointly and severally will indemnify,The Sellers hereby agree to defend, indemnify and hold harmless, to the full extent of the law, ​Buyer harmless from and its officers, directors, employeesagainst any damages, liabilities, losses and shareholders from, against,expenses, excluding consequential, special, punitive and diminution in respect of any and all losses asserted against, relating to, imposedvalue damages (including, without limitation, reasonable attorneys' fees) (“Loss”) which may be sustained or suffered by Buyer arising out of, based upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of thea breach by any of Sellers of any representation or warranty ofwarranty, or a failure to perform any agreement or covenant made by the Sellers contained in or made pursuant to this Agreement, or any document or any certificate or other instrument delivered pursuant to this Agreement.

Indemnification by Sellers. Sellers, jointly and severally will indemnify,the Buyer. The Buyer hereby agrees to defend, indemnify and hold harmless, to the full extent ofSellers harmless from and against any Loss which may be sustained or suffered by the law, ​ and its officers, directors, employees and shareholders from, against, and in respect of any and all losses asserted against, relating to, imposedSellers arising out of, based upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of thea breach by any of Sellers of any representation or warranty of Sellers containedwarranty, or a failure to perform any agreement or covenant, made by the Buyer in this Agreement or made pursuant to this Agreement, orin any document or anyexhibit, schedule, certificate or other instrumentfinancial statement delivered pursuant to this Agreement.hereunder, or arising out of, based upon, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such breached representations, warranties or covenants.

Indemnification by Sellers. Sellers, jointlySeller. Subject to the preceding sentence, Seller covenants and severally will indemnify, defend,agrees to indemnify and hold harmless, to the full extent of the law, ​harmless Buyer and its officers, directors, employeesmembers, managers, employees, agents and shareholders from, against,representatives and in respectthe respective successors and assigns of the foregoing (collectively, “Buyer Indemnified Parties”) from and against any and all losses asserted against, relating to, imposed upon, or incurred by ​claims, obligations, liabilities, judgments, damages, losses, taxes, costs, attorneys’ fees and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising outexpenses (and all claims with respect to any of the breach byforegoing) (collectively, “Losses”) to which Buyer Indemnified Parties, or any of Sellers of any representationthem, may become subject to or warranty of Sellers contained in or made pursuant to this Agreement,which they, or any documentof them, may suffer or any certificateincur, directly or other instrument delivered pursuant to this Agreement.indirectly, as a result from or in connection with:

Indemnification by Sellers. Sellers, jointly and severally will indemnify, defend,Buyer agrees to indemnify and hold harmless, to the full extent of the law, ​ andharmless Sellers, its officers, directors, employeesdirectors and shareholders from, against,principal shareholders, and Sellers agree to indemnify and hold harmless Buyer, its officers, directors and principal shareholders, at all times against and in respect of any liability,' damage, or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and all losses asserted against, relating to, imposed upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising outexpenses, including attorneys' fees, incident to any of the breachforegoing, resulting from any material misrepresentation made by any indemnifying party to an indemnified party, and indemnifying party's breach of Sellersa covenant or warranty or an indemnifying party's nonfulfillment of any representationagreement hereunder, or warranty of Sellers contained infrom any material misrepresentation or made pursuantomission from any certificate, financial statement or tax return furnished or to this Agreement, or any document or any certificate or other instrument delivered pursuant to this Agreement.be furnished hereunder.

Indemnification by Sellers. Sellers, jointlyBuyer. Buyer covenants and severally will indemnify, defend,agrees to indemnify and hold harmless, to the full extentharmless each of the law, ​Seller and itstheir respective officers, directors, employeesemployees, agents and shareholders from, against,representatives and in respectthe respective successors and assigns of the foregoing (collectively, “Seller Indemnified Parties”) from and against any and all losses asserted against, relating to, imposed upon,Losses to which Seller Indemnified Parties, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of the breach by any of Sellers of any representationthem, may become subject to or warranty of Sellers contained in or made pursuant to this Agreement,which they, or any documentof them, may suffer or any certificateincur, directly or other instrument delivered pursuant to this Agreement.indirectly, as a result from or in connection with:

Indemnification by Sellers. Sellers, jointly and severally willSeller. Seller agrees to indemnify, defend,defend and hold harmless, to the full extent of the law, ​harmless Buyer, and its subsidiaries, parents, affiliates, officers, directors, agents and employees (collectively, the “Buyer Indemnified Parties”), from and shareholders from, against, and in respect ofagainst any and all losses asserted against, relating to, imposed upon,claims, demands, causes of action, suits, judgments, debts, liabilities, losses, damages, costs and expenses (including reasonable fees and disbursements of legal counsel) of any kind whatsoever (collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by ​ and its officers, directors, employeesthe Buyer, that may be sustained or shareholderssuffered by reason of, resulting from, based uponBuyer (or the other Buyer Indemnified Parties referenced above) to the extent that the same are caused by or arising outarise from any breach or non-performance by Seller of the breach by any of Sellers of any representationits representations, warranties, covenants or warranty of Sellersother obligations contained in or made pursuantthis Agreement. Seller further agrees to this Agreement, orindemnify, defend and hold harmless the Buyer Indemnified Parties from and against any document orand all defects in title that exist in connection with real property owned by the Company and relate to the period prior to Closing, and Seller shall at Seller’s sole expense cure any certificate or other instrument delivered pursuant to this Agreement.such defects.

IndemnificationIndemnity by Sellers. Sellers, jointly and severally willSubject to the provisions of [Section 8.4] of this Agreement, Sellers agree to indemnify, defend, protect and hold harmless, to the full extent of the law, ​Purchaser and its officers, directors, employeesshareholders and shareholders from, against,agents harmless for, from and in respect ofagainst any and all losses asserted against, relating to, imposed upon,# liabilities of Sellers, # Claims sustained directly or incurredindirectly by ​Purchaser based on pre-closing operation of Sellers' business, and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out# breach of the breach by any of Sellers of any representation or warranty of Sellers contained in orSellers' respective representations and warranties made pursuant to this Agreement, or any document or any certificate or other instrument delivered pursuant tounder this Agreement. Sellers agree to pay Purchaser's costs of defense and to indemnify Purchaser against all such liabilities, except for those described in [Section 8.4], that exist at the date of closing or are based on the conduct of Sellers' business prior to the date of Closing.

Indemnification by Sellers. Sellers, jointly and severally will indemnify,the Buyer. The Buyer hereby agrees to defend, indemnify and hold harmless, to the full extent ofSeller harmless from and against any Loss which may be sustained or suffered by the law, ​ and its officers, directors, employees and shareholders from, against, and in respect of any and all losses asserted against, relating to, imposedSeller arising out of, based upon, or incurred by ​ and its officers, directors, employees or shareholders by reason of, resulting from, based upon or arising out of thea breach by any of Sellers of any representation or warranty of Sellers containedwarranty, or a failure to perform any agreement or covenant, made by the Buyer in this Agreement or made pursuant to this Agreement, orin any document or anyexhibit, schedule, certificate or other instrumentfinancial statement delivered pursuant to this Agreement.hereunder, or arising out of, based upon, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such breached representations, warranties or covenants.